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DarkPulse replaces auditor effective Sept. 11, 2026

DarkPulse replaced its independent auditor while prior audit reports highlighted substantial doubt about the company’s ability to continue as a going concern.

(Moderate)
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

DarkPulse, Inc. (DPLS) changed its independent registered public accounting firm. Effective September 11, 2026, the company dismissed Boladale Lawal & Co. and, on the same date, engaged M&K CPAS, PLLC to serve as its new independent auditor, a decision ratified by the board on September 14, 2026.

Boladale Lawal & Co.’s audit reports on DarkPulse’s consolidated financial statements for the years ended December 31, 2024 and 2025 contained explanatory paragraphs expressing substantial doubt about DarkPulse’s ability to continue as a going concern, but no adverse or disclaimed opinions and no qualifications on scope or principles. DarkPulse states there were no disagreements or other reportable events with the former auditor, and that it did not previously consult M&K on accounting or auditing matters before the engagement.

Positive

  • None.

Negative

  • Going-concern uncertainty disclosed: Prior audit reports for the years ended December 31, 2024 and 2025 included explanatory paragraphs expressing substantial doubt about DarkPulse’s ability to continue as a going concern, signaling elevated financial and liquidity risk.

Filing Explained

M&K’s 2026 audit and quarterly review work is assigned; the former auditor’s response letter remains pending.

M&K’s engagement covers the audit of the year ending December 31, 2026 and reviews of quarterly information for the three- and nine-month periods ending September 30, 2026, plus later quarters specified in the engagement letter.

The company says BLC’s response letter had not arrived when the filing was made, so the filing does not yet include that former-auditor response. DarkPulse says it will submit the letter as Exhibit 16.1 by amendment after receipt.

Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Dismissal effective date September 11, 2026 Date Boladale Lawal & Co. was dismissed as independent auditor
New auditor engagement date September 11, 2026 Date M&K CPAS, PLLC was engaged as independent auditor
Board ratification date September 14, 2026 Date the board ratified the dismissal and new auditor appointment
Fiscal years covered by prior auditor reports 2 years (2024 and 2025) Boladale Lawal & Co. audited these fiscal years
Quarterly review period for new auditor Three- and nine-month periods ended September 30, 2026 M&K to review unaudited quarterly financial information for these and subsequent periods
independent registered public accounting firm financial
"dismissed Boladale Lawal & Co. as the Company's independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
going concern financial
"each such report contained an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
reportable events regulatory
"there were no “reportable events” of the type described in Item 304(a)(1)(v) of Regulation S-K"
Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.
Public Company Accounting Oversight Board regulatory
"M&K has advised the Company that it is a public accounting firm registered with the Public Company Accounting Oversight Board"
An independent oversight body that inspects and sets rules for the firms that audit public companies’ financial statements, ensuring those audits are thorough and trustworthy. Like a building inspector checking that a structure is safe, it helps investors rely on reported profits and debts by reducing the chance of sloppy or fraudulent audits; stronger oversight can raise investor confidence and affect how the market values a company.
Regulation S-K regulatory
"reportable event (as described in Item 304(a)(1)(v) of Regulation S-K)"
A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did DarkPulse, Inc. (DPLS) announce about its independent auditor?

DarkPulse dismissed Boladale Lawal & Co. as its independent registered public accounting firm effective September 11, 2026, and engaged M&K CPAS, PLLC as its new auditor, with the board of directors ratifying both actions on September 14, 2026.

Why are DarkPulse’s prior audit reports significant for investors in DPLS?

Audit reports from Boladale Lawal & Co. for 2024 and 2025 included explanatory paragraphs expressing substantial doubt about DarkPulse’s ability to continue as a going concern. The opinions were otherwise unqualified, but the going-concern language signals notable financial uncertainty.

Were there any disagreements between DarkPulse and its former auditor?

DarkPulse states there were no disagreements with Boladale Lawal & Co. during the two most recent fiscal years and through September 11, 2026 on accounting principles, financial statement disclosure, or audit scope and procedures, and no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.

Who is DarkPulse’s new independent registered public accounting firm?

DarkPulse engaged M&K CPAS, PLLC on September 11, 2026 as its independent registered public accounting firm. M&K will audit the consolidated financial statements for the year ending December 31, 2026 and review unaudited quarterly information for the periods specified in the engagement letter.

Did DarkPulse consult M&K CPAS, PLLC before hiring them as auditor?

DarkPulse reports that during the prior two fiscal years and through September 11, 2026, neither it nor anyone on its behalf consulted M&K on applying accounting principles, potential audit opinions, or any matters involving disagreements or reportable events under Regulation S-K.

What additional step is expected from DarkPulse’s former auditor?

DarkPulse requested that Boladale Lawal & Co. provide a letter to the SEC stating whether it agrees with DarkPulse’s disclosures about the auditor change. DarkPulse plans to file this letter as Exhibit 16.1 by amendment after it is received.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 11, 2026

 

Commission File Number 000-18730

 

DARKPULSE, INC.

(Exact name of small business issuer as specified in its charter)

 

Delaware   87-0472109

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

2325 E Camelback Rd, Suite 400, Phoenix, AZ 85016

(Address of principal executive offices)

 

800-436-1436

(Issuer’s telephone number)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Not applicable.        

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

   

 

 

Item 4.01 Changes in Registrant’s Certifying Accountant.

 

Dismissal of Independent Registered Public Accounting Firm

 

On September 11, 2026 (the "Effective Date"), DarkPulse, Inc., a Delaware corporation (the "Company"), dismissed Boladale Lawal & Co. ("BLC") as the Company's independent registered public accounting firm. By written notice to BLC, the Company advised BLC that it had decided to transition to a new independent auditing firm, effective September 11, 2026, and requested BLC's cooperation in the orderly transfer of information and any necessary audit documentation and workpapers to the Company's successor independent auditor.

 

The dismissal of BLC was ratified by the Company's board of directors on September 14, 2026.

 

The reports of BLC on the Company's consolidated financial statements for the fiscal years ended December 31, 2025 and December 31, 2024 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that each such report contained an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern.

 

During the Company's two most recent fiscal years ended December 31, 2025 and December 31, 2024, and the subsequent interim period through September 11, 2026, there were no disagreements between the Company and BLC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that, if not resolved to BLC's satisfaction, would have caused BLC to make reference to the subject matter of the disagreement in connection with its reports on the Company’s consolidated financial statements. During the same period, there were no “reportable events” of the type described in Item 304(a)(1)(v) of Regulation S-K.

 

BLC served as the Company’s independent registered public accounting firm from 2024 and issued audit reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2024, and December 31, 2025.

 

In accordance with Item 304(a)(3) of Regulation S-K under the Securities Exchange Act of 1934, as amended, the Company provided BLC with a copy of the disclosures set forth in this Item 4.01 no later than the day this Current Report on Form 8-K (the "Form 8-K") was filed with the SEC, and requested that BLC furnish a letter addressed to the SEC stating whether or not it agrees with the statements made herein and, if not, stating the respects in which it does not agree. As of the date of this Form 8-K, the Company has not received such letter from BLC. The Company will file BLC’s letter as Exhibit 16.1 by amendment to this Form 8-K promptly after it is received.

 

Appointment of Independent Registered Public Accounting Firm

 

On September 11, 2026, the Company engaged M&K CPAS, PLLC ("M&K") to serve as the Company's independent registered public accounting firm. M&K's engagement letter, dated September 11, 2026 and accepted by the Company on September 13, 2026 through Dennis O'Leary, the Company's Chief Executive Officer and Chairman of the Board, provides that M&K will audit the Company's consolidated financial statements for the year ending December 31, 2026 for inclusion in the Company's Annual Report on Form 10-K, and will review the Company's unaudited quarterly financial information for the three- and nine-month periods ended September 30, 2026 and the subsequent quarterly periods specified in the engagement letter. M&K has advised the Company that it is a public accounting firm registered with the Public Company Accounting Oversight Board.

 

The engagement of M&K as the Company’s independent registered public accounting firm was ratified by the Company’s board of directors on September 14, 2026.

 

During the Company's two most recent fiscal years and the subsequent interim period through September 11, 2026, neither the Company nor anyone on its behalf consulted with M&K regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that M&K concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

DarkPulse, Inc.

 

   
Date: September 17, 2026 By: /s/ Dennis O’Leary
    Dennis O’Leary, Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Filing Exhibits & Attachments

3 documents

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